Exhibit 10.1

SEPARAT I ON AN D CONS U LT I N G AGR E EMENT AN D MU T UA L RE LE ASE

THI S SEPARATIO N AN D CONSULT I N G AGREE M EN T AN D MUTUAL REL EA SE ("Agree m ent") is m ade and entered into, effecti v e as of the 1 5 th day of October, 2015 (the “Effective Date”), by and between LiveXLive, Corp. (f / k/a Festrea m TV, Corp.), a Delaware corporat i on (“LiveXLive” or the “ C o m pany”), on the on e hand , an d Bulldo g DM , LLC , a Californi a li m ited liability co m p any ("Con s ulti n g Co m pany"), and John Petrocelli (“John” and with Consulting Co m p a ny, collectively, “Consultant”), on the other hand. T he Co m pa n y and Consultant are so m et i m es referred to collecti v ely as the “Parties” and indi v id u ally as a “Party”. References to the Consultant herein shall be d ee m ed to be references to John and Consulting Co m p any, on a joi n t and s ever a l basis.

R E C I T A L S

WHEREA S , Consultin g Co m p an y a n d it s princ i pal , John , ar e experience d i n the online s tr ea m ing business;

WHEREA S , LiveXLive desi r es to r etain the se r vices of C o nsulting Company to assist Live X L ive with various aspec t s of its on li n e s t r e a m in g business;

WHEREA S , Consulting Co m pany desir e s to pr o vide consulting ser v ices f or the benefit of L iveXLive, using the business kno w ledge , skills , experienc e an d abilitie s of John to perform the duties and responsibilities a s se t fort h o n Schedul e “A ” heret o (the “Services”), subject to the ter m s and conditions of this Agree m ent;

WHEREA S , Consulting Co m pany, as an in d e p endent co n t ract o r, is willing to provide t h e Services as are set forth on S c hedule “A” hereto, sub j ect to the ter m s and conditions of this Agree m ent;

WHEREA S , John was previously employed by the Co m p a ny, pursuant to an E m ploy m ent Agree m ent, dated as of March 4, 2015 (the “E m ploy m ent Agree m ent”);

WHEREA S , pri o r to ente r ing into the E m ploy m ent Agree m ent, J o hn was engaged as an indepen d ent contra ct or of LiveXLive or an aff iliate t h er e o f , pursuant to a Consulting Services Agree m ent, dated a s o f Dece m be r 15 , 2014 , b y an d betwee n John and Loton, Corp., a Nevada corpora t ion (the “Initial Agreement”);

WHEREA S , the Parties wish to t e rminate J ohn’s e m ploy m ent with the Company and enter into an independent contractor relationship; and

WHEREA S , the Parties wish to resolve any disputes that existed through and inclu d ing t h e E ff ective Date by ent e ring i n to the m utual r e l e ase provi d ed f or herei n ;

NO W THEREFORE , in consideration of the pre m ises, and on the m utual pro m ises, covenants, agree m ents and conditions containe d i n thi s Agree m ent , th e parties hereto h ere b y agree a s follows:

1.              Terminati o n of Agreements.

1.1.            Termination of Emp l oy ment; Officer Resignation. John’s e m ploy m ent with the Company shall ter m inate an d Joh n shal l ceas e t o b e a n e m ploye e or officer of the Co m pany, effective as of t h e Eff e ctive Date. John shall receive pay m ent for all salary earned but unpaid through the Effective Date. Further m ore, John hereby resigns as an officer of the Co m pany, effectiv e a s o f th e Effectiv e Date.

1.2             Forfeiture of Stock. As of the Ef f ective Date, all u nvested restricte d commo n stoc k o f Loton , Corp , a N e vad a corporation , owne d b y Joh n shal l be forfeited. The Parties acknowledge and a g ree that none of t h e 500,00 0 share s of restricted common stock granted to John pursua n t to the Restricted Stock Agree m ent (the "Rest r icted Stock Agre e m ent") atta c hed as E xhibit A to the E m ploy m ent Agree m ent have vested and all such s h ares are a u to m a tic a lly f or f eited as of the E ff ective Date.

1.3.             Terminati o n and Supersession of Agreements. The E m ploy m ent Agree m ent (exce p t for Section 7(d) thereof) and t h e Restricted Stock Agree m ent shall automati c ally t er m inate as of the Effective Date and be of no further forc e an d effect , an d neithe r th e Compan y no r Joh n shal l hav e an y furthe r obligations thereunder; provided, however, that the Co m p any shall have the o b li g ation to pay the accrued obligations set forth in Section 1.1 above. For the avoidance of doubt, John shall not be entitled to receive any Ter m inat i on Benefits (as defined in the E m ploy m ent Agree m ent), including, without li m itation, any severanc e pay , continue d salary , benefits or any other co m pensation under the E m ploy m e nt Agree m ent. Add i tionally, all prior independent contractor or c ons u lti n g agree m ents between Consultant and any of its affiliates, on the one hand, and the Co m pany or any of its affili a tes, on the o ther hand, including, without li m itation, t h e Initial Agree m ent, shall auto m atically ter m inate as of the Effective Date and be of no further fo r ce and effect, and neither the C o m pany, or any of its a ff iliates, nor Consulta n t, or a ny of Consulta n t’s a ff iliates, sh a ll h ave any f urther obligations under such agree m ents.

1.4.            Cooperation . John agrees that he shall cooperate with the Co m p any , a s reasonabl y requeste d an d fo r a reasonable period of ti m e, in connection with his separation from the Company and t h e transitio n o f hi s dutie s t o an y ne w or existing employee of the Co m pany, including, without li m itation, taking all requested actions and executing all requested docu m ents necess a ry to further the purpose of this Agree m ent. If the Company is unable to secure John’s signature on any docu m ent for this purpose following its reasonable efforts to d o s o withi n seve n (7) business days of suc h reques t b y th e Company , the n Joh n hereb y irrevocabl y d e signate s an d appoint s the Co m pany and its duly authorized officers and agents as John’s agent and attorney-in-fact, to act for and on John’s behalf and stead to execute any docu m ents and to do all other lawfully per m itted acts in connecti o n with the f oregoin g ; provided, ho w ever, that in no event does this power apply to any signature or action req u ire d o n behal f o f Consu l ting Co m pany.

1.5.           Limit a tion on A s signment Agreement Consideration. Consulting Co m pany hereby releases the Comp an y fro m a n y obligation s arisin g under Sectio n 2 o f th e Assign m e n t Agree m en t date d Marc h 4 , 201 5 betwee n th e Company (f/k/a Festream TV, Corp.) and Bulldog DM, LLC (the “Assign m ent Agree m ent”). The Partie s a g re e tha t a s o f th e Effectiv e Dat e , the Assign m ent Agree m ent s h all lap s e and not be of further force and effect and that, a c cordingly , (i ) th e Co m p an y shal l no t hav e any obligatio n t o pa y an y consideratio n unde r t he Assign m ent Agree m ent or assu m e any of Consulting Co m pany’s lia b ilities ( e xcept as a ssu m ed o r pai d fo r prio r t o th e Effective Date), and that (ii) Co n sult a nt shall not have any obligati o n to transfer any rights or interests pursuant to the Ass ign m en t Agree m en t o r unde r an y on e o r m o r e o f th e Rights Agree m ents (as defined in the Assign m ent Agree m ent).

2.              Consultant Service s . Subject to the ter m s and conditions of this Agree m ent, LiveXLive hereby engages Con s ulting Company to provide services to LiveXLive as set forth on Schedule “A” hereto (the "Services"). The parties hereto agree and understand that Consulting C o m pany shall m ake John availa b le to render the Services to LiveXLive on behalf of Con s ulting Co m pany and that no one else shall render such Services, without the express p e r m ission of LiveXLive, which m ay be given or withh e ld at t h e s o le r ea s onable discretion of LiveXLive. Consultan t represent s that neither John nor Consulting Company is subject to any pree x i s ti n g obligati o n or oblig a tions inconsistent with the p r o visions of t h is Agree m ent.

3.              Right of Control; Relationship of Partie s . Consulting Co m pany is an in d e p e n de n t contractor and, as such, sha l l have reasonable control over the m eans a nd m anner by which the S ervices called for by t h is Agree m ent, and as reasonably requested by LiveXLive, are perfor m ed, con s istent with Section 8 hereof.

4.             Devotion of Time; Non-Exclusive Engagement . Consulting Co m pany agrees to devote such ti m e, on a part-ti m e b a sis, as m ay be required to the satisfactory perfor m ance of the Services in accordan c e herewith . LiveXLiv e acknowledge s that Consultant has a business separate and a p art from the engage m e nt of Con s ultant hereunder, and that C onsultant shall be f r ee to conduct such business so long as Consultant ti m ely perfor m s Services requir e d o f i t hereunder . A ccordingly, and without li m itation, Consultant m ay render strea m ing bu sines s services , whethe r i n th e for m of obtaining sponsorships f or festival right holder s , acquiring festival s t rea m ing rights or as otherwise d eter m ined by Consultant. N o twithstanding the prece d i n g ter m s of this Section 4, C onsulting C o m pany and John a g ree that neithe r i t no r h e wi ll take such action as would cause John to violate Section 7(d) of the E m ploy m e nt Agree m ent.

5.             Place to Render Services. Consulting Company shall perform the Services at such locati o n or locati o ns as Consulting Company dee m s appropriate or necessary to the efficie n t rendering of Serv i ces a f ter ta k ing into con s id e ration the n eeds of LiveXLive.

6.             Compensation; Expense Reimbursement.

6.1             Consultant Fees. LiveXLive shall pay, and Consulting Company shall be e n titled to receive from LiveXLive, in exchange for consulting servi c es, fees in accorda n ce with t h e fee schedule set for t h as Sched u le “B” hereto t h rough the Ter m ination Date, as de f ined below.

6.2             No Additional Benefits . Consulting Co m pany is not, and shall not be, eligible for any benefits provided by LiveXLive to its e m ployees (including, but not li m ited to, sick pay, vacation, paid ti m e off, health i n surance, life i n surance, worker ' s co m pensation, disability insurance or retire m ent plans).

6.3             Payment of Business Expense. Consulting Co m pany s hall be r e i m bu r s e d by LiveXLive for reasonable out - of-pocke t expense s actuall y incurre d and paid by Consulting Co m pany, consistent with t h e rendering of the Services to LiveXLive, as provided for in this Agree m ent, upon presentation of appropriate docu m entation for such expenses; provided, however, that Consu l t a nt sh a ll n o t incur an y expense s i n excess of Five Hundred Dollars ($500.00) without the prior written consent of LiveXLive or its authorized agents. Co n sulting Company sha l l be respon s ible for all nor m al overhead expenses of operating its consulting business. 

7.             Duration of Consulting Services; Termination.

7.1            Duration of Consulting Services. The obligations under S ections 2 through 6 hereof, inclusive, shall be dee m ed effective as of the Effective Date set forth on the initi a l page of this Agree m ent and sh a ll end on such date as pro v ided in Section 7.2 hereof (the "Ter m ination Date").

7.2             Termination.

   a.                   Termina t i o n By LiveXLive. LiveXLive may t e r m inate the consulting relationship, at any ti m e (whe t h er prior to or a f ter completion of the Service s ) and for any reason, by providing Consulting Co m pany with not less than twenty (20) days’ advance written notice; provided, however, that LiveXLive m ay ter m inate t h e consulting relatio n ship in t h e e v e n t th a t Cons u lting Co m pany is in b re ach of this Agree m ent and d oes not cure the b reach within five (5) bu s ine s s days of its recei p t of written n otice from LiveXLive setting for t h the grounds for the b reach and what must be done to cure the breach.

   b.                   Termination By Consulting Company . Consulting Co m pany may ter m inate the consulting relationship, at any ti m e (whether prior to or af ter co m pletion of the Services) and for any reason , b y providin g LiveXLiv e wit h no t less than twenty (20) days’ advance written no t ice; provided, however, that Consulting Co m pany may ter m inate the consulting relatio n ship in the event th a t LiveXLive is in breach of this Agree m ent and does not cure t h e breach within five (5) business days of its receipt of written notice from Consulting Compan y settin g fort h th e ground s fo r the breach and what m ust be done to c u re the b reach.

In the eve n t of any ter m ination in accorda n ce with this Section 7.2, Consulti n g Co m p any s h all be paid for Services render e d through the date of ter m ination. In the event of ter m ination, all other provis i ons of this Agree m ent shall survive.

8.             Independent Contractor.

8.1              Nature of Relationship. Consulting C o mpany is ret a ined hereunder as an inde p endent co n t ract o r of LiveXLive. Consulting Co m pany shall deter m ine the m ethod, details, and m eans of perfor m ing the Services. Consulting Co m pany is not an agent or e m ployee of LiveXLive and, as such, is not authorized to act on behalf of LiveXLive unless specifically r e quired to do so under this Agree m ent. Consulting Co m pany will also m aintain Consulting C o m pany’s own records and bookkeeping concerning the Services and expenses pertaining to this engage m ent. Nothing in this Agr e ement s h all c o nstit u te or b e con s trued as con s tituting or esta b lishing any partnership or joint venture between the p a rties hereto for any pu rpos e whatsoever.

8.2             Responsibility for Taxes . Consultant shall be responsible for, and Consultant represents and warr ant s tha t Consultan t shal l m a ke, pay m ent of all taxes due based on compensation paid hereunder, whether such taxes are owed to the United S tat e s federal govern m ent, the State of California, a ny local taxing authority within the State of California, or otherwise. Consultant s h all pay, when and as due, any and all taxes incurred as a result of Con s ultant’s co m pensation hereunder, including esti m ated taxes. Consultant , an d no t th e Co m p a ny, shall be responsible for deter m ining what taxes are owed, when they are due and the entity to whic h the y ar e payable . Consultant understands and agrees that the Company shall not be subject to withholding or other tax obligations with respect thereto. Consult a nt shall inde m nify and hold the Co m pany, and its officers, directors, s h a r eholders, m e mbers, managers and e m ployees har m less from any tax liability, including penalties and int e rest, asse s sed against o r charged to the Co m pany by any taxing authority due to ser vice s rendere d b y Consultan t unde r th e terms of this Agree m ent. Consulta n t s h all i nde m nify the Co m p any for any clai m s, losses, costs, f ees, liabiliti e s, da m ages or inju ri es suffered by the Co m pany arising out of Consultant’s breach of t h is Section 8.

9.              Indemnification.

9.1            Indemnification by Consultant. Consulta n t will indemnify, hold harmless, and defend the Compa n y and its respective af f iliates, officers, directors, partners, members, managers, shareholders, employees and agents from and against the losses, claim s , damages or liabilities (or actions in respect the r eof) (“Co v ered Claims”) arising out of or relating to (i) any breach by Consultant of any representation, warranty or agreement contained in this Agreement, or (ii) any willful misconduct, bad faith or gross negligence by Consultant in the pe rf o r m an ce of, or failure to perform, its obligations under this Agreement, except to the extent that any such Covered Claim is caused by the Compa n y’s breach of this Agreement or willful misconduct, bad faith or gross negligence in the performance of, or failure to perform, its obligations und e r this Agreement.

9.2             Indemnification by the Company. The Co m pany will in d e m ni f y , hold har m less, and de f end Consult a nt and its a ff iliates, o f ficers, dire c tors, partners, m e mbers, shareholders, e m plo y ees and agents from and again s t any Covered Clai m s arising out of or relating t o (i ) th e conduc t o f th e Company’ s business, whether before or after the Effective Date, (ii) any breach by the Co m pany of any representation , warrant y o r agree m ent contained in t h is Agree m ent, (iii) any will f ul m isconduct, bad faith or gross negligence by the Company in the perfor m ance or f ailure to p e r f or m , its oblig a tions u n der this Agree m ent, except to the e x tent t h at any such Covered C l a im is caused by Consultant ' s breach of this Agre e m ent or willful m isconduct, bad faith or gross negligence in the perfor m ance of, or failure to perform, its obligations under this Agree m ent or (iv) any violat i o n o f securitie s law s o r an y other law pe r tai n i ng to the d isse m ination of in f or m ation to the public as it conc e rns the Co m pany or any a ff iliate thereo f .

9.3             Indemnification Procedures . Pr o m ptly a f t e r rec e ipt of n otice of any Covered Claim with respect to which an i nde m ni f ied party is entitled to seek inde m nification hereunder, the indemnified party will noti f y th e othe r part y o r parties, as the case m ay be, in writing of such C overed Clai m . The inde m nifying party (or parties, as the case m ay be) shall be given a reasonabl e opportunit y t o defend the sa m e at its (or their) expense and with counsel of its (or their) selection; provided, however, that the inde m nified parties, and each of the m , sh a ll at all ti m es also have the rig h t to fully participate in the defen s e at h is an d / or its a n d/or their own expense. If the inde m nifying party (or parties) shall fail to defend, within a reasonable ti m e afte r it s receip t o f notic e to defend hereunder, then the inde m nified party or parties shall have the right, but not the obligation, to undertake the defense of, and to co m pro m ise or settle (with the exercise of reasonable business judg m ent), the claim or other m atter on behalf, for the accou n t, and at the risk, of the inde m nifying party or parties.

10.          Confidentiality; Trade Secrets.

10.1           Confidential Information. LiveXLive owns and has developed and co m piled, and will develop and c o m pile, ce r tain tra d e se c rets, pro p ri e tary t e chni q ues and con f identi a l in f ormation t h at h as great v a lue to its b usiness ( re f erred to in this Agree m ent collecti v ely as “ C on f identi a l I n f or m ation”). Con f identi a l In f o r m ation includes not only information disclosed by Liv e XLive to Consulta n t, but also in f or m ation developed or learned by Consultant during the course of Consultant’s engage m ent hereunder, infor m ation developed or learned by John during the course of his e m ploy m ent with the Co m pany, and info r m ation developed or l earned by John or any a ff iliate du r ing the cour s e of his or its engage m ent as an independent c o ntra c tor of the Co m pany in the past, including, without li m it a tion, pursuant to the Initial Agree m ent. Con f idential In f or m ation in c ludes all in f or m a tio n tha t ha s o r cou l d hav e com m e r cial value or other utility in the business in w h ich LiveXLive is engaged, and all information of whic h th e unauthorize d disclosur e coul d b e d e tri m ental to the i n te r ests of LiveXLive, whether or not such infor m ation is identified as Confidential Infor m ation by LiveXLive. Consultant will not, d i r ectly o r indirectly, use, m ake available, sell, di s close or o t h erwi s e communicate to any third party, other than in Consultant’s assigned dutie s unde r this Agree m ent and for the benefit of LiveXLive, any of the Confidential Info r m ation, either during or after Consultant’s engage m ent hereunder. Consultant acknowledges that Consultant is aware that the una u th o rized d i sclosure of Confidential Infor m ation m ay be highly pr e j u dici a l to t h e Co m pany’s inte r es t s, an invasion of privacy, and an i m p r oper disclos u re o f trade secrets.

10.2           Limit a tions Concerning Consu l tant’s Obligation s . The obligations i m posed upon Con s ultant her e under shall not apply to C o n f id en ti a l Infor m atio n whic h is : (i ) o r become s generall y availabl e t o th e publi c o r whic h i s or become s commo n i ndu s tr y knowledg e throug h n o wrongfu l ac t o f Consultant ; (ii ) already lawfull y i n t h e possessio n o f Consul t ant , a s e vid e nce d b y writte n do c um e ntation , a n d not subjec t t o a n existin g agree m en t o f con f identialit y betwee n th e parties ; (iii ) receive d f r o m a thir d part y withou t restri c tio n an d withou t breac h o f thi s Agre e m ent ; o r released pursu a n t t o th e bindin g orde r o f a governmen t a g enc y o r a c our t s o lon g a s prio r t o any suc h releas e th e Consultan t p r ovide s L i v e XL i v e wit h th e p r omp t notic e t o reasonably enabl e th e Compan y t o see k a protectiv e orde r o r suc h othe r r e m ed y a s ma y b e ava i lable unde r t h e ci r c u m st a n ces.

10.3          Terms Supersede Those in Other Agreeme n t s . The ter m s of this Section 10 shall s u persede and replace, in their e n tirety, any and all non d isclosure provisio n s s et f orth in t h e Initi a l Ag r ee m ent or the E m ploy m e nt Agree m ent.

11.           Mutual Release.

Except for such rights and obligations as have been created under this Agree m ent, it is understood and agreed by the C o m pany, on the one hand, and Consultant, on the other hand, that in considerat i on of the m utual pro m ises and covenants contained in this Agree m ent, and after consultation w ith c ounsel or the opportunity to consult with counsel, the Co m pany irrevoca b ly and unconditionally releases and forever discharges Consultant and each of the m , including their res p ecti v e attor n eys, current and fo r m er spouses, children, officers, directors, e m ployee s , partners, affiliates, m e m b ers, m anagers, sharehol d er s , agents, re p resentatives, insurer s , heirs, success o rs and assigns (collectively, the “Consultant Released Parties”), from a ny and all causes of action, clai m s, actions, rights, judg m ents, obligations, da m a ges, de m a nds, accountings or liabilities of whatever kind or character (collectively, “Clai m s”), which the Co m pany, or any one or m ore of the m , m ay have against any one or more of the Consultant Released Parties, for any m atters arising out of, touching upon or concerning John ' s employ m ent with or separation from the Company, the E m ploy m ent Agree m e n t, the Initial Agree m ent, and/or the Assign m ent Agree m ent. The Co m p a ny furth e r agrees t h at t h e Consulta n t Released Parties, and each of th em , shall be relea s ed from any restriction on their ability to d o business, except as otherwise provided in Sec t ion 7(d) of the E m ploy m e nt Agree m ent.

Except for such rights and obligations as have been created under this Agree m ent, it is understood and agreed by Consultant that in consideration of the m u tual pro m ises and covenants contained in this Agree m ent, and after consultation with counsel or the opportunity to consult with counsel, Consultant, and each of the m , irrev o cably and unconditionall y release s an d f o rever discharges the Co m pany and its attorneys, m anagers, m e mbers, of f icers, dire ct ors, e m ployees, pa r tne rs , a ff iliates, s harehol d ers, agents, representatives, insurers, h e irs, s u ccessors and assigns (collectively, the “Co m pany Released Parties”), from any and all Clai m s t h at Consultant, or either of the m , may have against any one or m ore of the Co m p any Relea s ed Parties, for any m atters arising out of, based upon or concerning, John ' s e m ploy m ent w ith or separation from the Co m pany, the E m ploy m ent Agree m ent, the I n itial Agree m e n t, and/or the Assign m ent Agree m ent (t h e “Released C lai m s”) other than for salary due to John for services rendered under the E m ploy m ent Agree m ent through t h e day im m ediately p rece d ing the Effective Date and any docu m e nted out-of-pocket expense rei m burs e m ent due to John, consistent with the ter m s of the E m ploy m ent Agree m ent and appli c able California law. For the avoidance of doubt, the "Released Clai m s" include, wi t hout li m itation, any claim which John m ay have under the Age Discri m ination in E m ployment Act, Title VII of the Civil Rights Act, as a m ended, the California Fair E m p l oy m ent and Housing Act, the A m ericans with Disabilities Act, the Fa m ily and Medical Leave Act, the California Labor Code, the California G overn m ent Code, the Worker A djust m e n t an d R e trainin g Notificatio n Act (“WARN”), or any other feder a l, s tate or loc a l law or re gulatio n affectin g employ m e nt rights o r pr o hibiting e m ploy m ent discri m ination, any alleged breach of a n y express o r i m plied contract of e m ploy m ent, any alleged t orts , includin g an y cla im f o r intentio n al or negligent in f liction of emot i onal distress, wrongful dischar g e, violation of any public policy or statute, or any policy of the C o m pany or any re m edy for any such claim or breach, any claim for w a ges, co m p ensation, v acation pay, sick pay, co m p e nsatory ti m e, com m issions, benefits and all re m edies of any type, including but not li m ited to, da m ages and injunctive relief, in any action that m ay be brought on John’s behalf against the Co m pany and/or the Company Released P a rties by any govern m ent agency or other person.

Each of the Co m pany, John and Consulting C o m pany specifically waives any benefit of the provisions of Section 1542 of the California Civil Code, which states as f ollows:

"A general release does not e x tend to cl a i m s which t h e creditor does not know or sus pec t t o exis t i n hi s o r her favo r a t th e ti m e o f executin g th e release , whic h i f known by him or her m ust have m at e rially affected his or her settle m ent with the debtor."

I t i s understoo d b y eac h o f th e Partie s her eto that clai m s may exist in his or its favor again s t so m e pers o n or e n tity relea s ed as provided in this Agree m ent which are not presently known, suspected or understood by the Party, and which, if known, suspected or understood by the Party would have m aterially affected the existence, fo r m or extent of the relea s es provided for in this Agree m ent. Each Party hereto a s s um es the risk of the discovery of such clai m s subsequent to the e xecutio n b y suc h Part y of this Ag r eement. The Parties hereto ag r ee that t h e rel e ases s e t f orth in this Agree m ent shall be in a ll respects effective and not subject to ter m in a tion, rescission, alteration or refo r m ation as a resul t o f o r i n connectio n wit h an y suc h sub s eq u ently d isco v ered facts or clai m s. In the event that any waiver of the provisions of Section 1542 of the California Civil C ode provided in this Agree m ent should be judici a lly deter m ined to be invalid, voidable or unenforcea b le, for any reason, such waiver to that extent shall be severable fr o m the re m aining provisio n s of this Agree m e n t, and the inv a li d ity, voida b i lity or unenforcea b ility of the waiver shall not affect the validity, effect, enforceability or int e rpr e tati o n of the remaining provisions of this Agree m ent.

The Co m p a ny, on the one hand, and Cons u ltant, on the other hand, represent to the other that there has been no assign m ent or other transfer of any interest in any claims that the Party m aking the representation m ay h a ve against the other Party. The Co m p any, on the one hand, and Consultant, on the other h a nd, represent to the other that there is no pending litigation or claim pending in a co u rt or other judici a l f orum that is su b je c t to the ter m s of the r e lease s e t f orth he r ein. In t h e even t o f a breac h o f thi s representation , the breac h ing Party a g rees to inde m nify and ho l d t h e other non-breac h i ng Parties har m less from any liabilities, clai m s, d e m a nds, da m ag e s, costs, expenses a n d attorne y s' fees reasonably incurred by the other non-breac h ing Parties as a result of any cl a i m ed assign m ent or tra n sfer o f such interest.

12.           Intellectual Property.

12.1.           If, during the engage m e nt by Co m p any of Consulting Company, Consultant , specifi c to , an d fo r th e sol e purpos e o f th e scop e o f th e engage m e nt hereunder, creates, invents, designs, develops, contributes to or i m proves any works of authorship, inventions, intellectual property, m aterials, do cu m ent s o r othe r wor k product (including, without li m itation, research, r e ports, software, databases, syste m s, appli c atio n s, presentati o ns, textu a l works, content, or audiovisual m aterials) ( “ Works ” ), eith e r alone or with thi r d partie s , within t h e scope of such e ngage m ent (collectively, the “ Company Work s ” ), Consulta n t s h all pro m ptly and f ully disclose s a m e to the Co m p any and hereby irrevo c ably a ssigns, tran sf ers and co n veys, to the m axi m u m extent p er m itt e d by applicable law, all rights and intellectual property rig h t s in s u ch C o m pany W o rks (includin g right s unde r paten t , patent applications, indu s trial property, copyrights, copyrig h t registrations, trade m arks, tra d e s e crets, unfair c o mpetition and related laws, and the right to prosecute and recover damages for all past, present and future infringe m ents or other violat i ons of the Co m pany Works) to the Co m pany to t h e e x tent ownership of any such rights does not vest originally in the Co m pany. The Parties further agree and acknowledge that Works do not include intellectual property rights unless they are n o t created s p ecifically and for the sole purpose of a scope of work perfor m ed hereunder during the co u r se of C onsulting Co m p a ny’s engage m ent hereunder.

12.2.         Consultant understan d s and a g rees that (i) to t h e extent per m itted by law, all Co m pany Works that are m ade by C onsulta n t (sol e ly or j o intly with o t hers) shall be dee m ed a “wo r k m ade for hire” w i thin the m eaning of that term under United State s Copyrigh t Act , 1 7 U.S.C . § § 10 1 e t seq., as a m ended or superseded, (ii) the Co m pany shall be dee m ed the exclusi v e author of such Co m pany Works and the exclusive owner of all rights, title a nd intere s t in and to su c h Co m pany W orks in a n y and all m edia, languages, territories and jurisdictions throughout the world, now known or hereafter devised and (iii) C onsultant is co m pensated for such Co m p a ny Works by the consulting pay m ents hereunder. Consultant hereb y assign s an d transfer s t o th e Company, effective with respect to each item of the Co m p a n y Wo rks , a s o f th e dat e o f it s creation, any and all rights, tit l e and interest Consultant m ay have or m ay acquire in and to the Co m pany Works (including any item of the Co m pany W o rks not dee m ed, for whatever reason, to have been created as a w ork m ade for hire), in any and all m edia, languages, territories and juris d ictions throughout the world, now known or hereafter devised, including any and all patents, paten t applications , copyri ghts, copyright registrations, trade secrets and o ther i n tellect ua l propert y right s i n th e Co m p any Works, and the right to prosecute and recover da m ages for all past, present and f u ture infringe m ents or other violations of the Co m pany Works. Furthermore, Co m pany shall h a v e th e unrestricted right to use, display, publish, per f or m , r ecord, copy, broadcast, trans m it, distribute, aug m ent, subtract from, m odify, distort, translate, transfer, combine with other in f or m ation or m ateri a ls, cr e ate de r i v ative w o rks based on, sell, or other w ise exploit f or any purpose, the Co m p any Works and any portion thereof, in any manner or media throughout the world, as the Co m p a ny m ay in its sole discretion deter m ine. Consultant hereby ir r e v ocably wai v es and a ssi g ns to t h e Company any and all s o -c a lled m oral rights or “droit moral” Cons u lta n t m ay have in or with res p ect to any item of the Company Works. Notwithstanding the foregoing, not h ing contai n ed herein will req u ire the Co m pany to exercise or exploit any of the Co m pany’s r i ghts in o r to t h e C o mpany Wo rk s.

12.3.          Consultant shall take all requ es ted actions and exec u t e all requested docu m ents (including any licenses or assign m ents required by a govern m ent contract) at the Co m pany’s expense (but w ithout further re m uner a ti o n) to as s ist the Co m pany in validating, m aintaining, prot ecting , enforcing , perfecting , recording, patentin g o r registerin g an y o f th e Co m p a ny’s rights in the Co m pany W orks. If the Co m pany is unable to secure Consultant’s signature on any docu m ent for this purpose f ollowing its reasona b le e ff orts to do so within seven (7) business days of such request by the Co m pany, then Consultant hereby irrev o cably designates and appoints the Company and its d u ly authorized officers and agents as Consulta n t’s agent a nd attorney-in-fact, to act for and on Consultant’s b e half a n d stead to e x ecute any docu m e nt s an d t o d o al l other lawfully per m itted acts in connecti o n with the f o regoing.

12.4.         Subject to the requir em ents of applicable state law, if any, Consultant understan d s that the C o mpany W o r ks will not include, and the provi s i o ns of this Agr e ement req u i r i n g assign m ent of W o rks to the C o mpany do not apply to, any Works which qualify fully for exclusion under t h e provisions of applicable state law, i f any, attached hereto as Exhibit B.

12.5.         The provisions of this Section 12 shall s u rvive ter m ination of Consultant ' s relationshi p wit h Co m p an y f o r any reason, including, w ithout li m itation, the ter m ination of this Agr e e m ent.

13.            Notices. All n o ti c es or other communications required o r per m itted by this Agree m ent or by law to be given by any p a rty hereto shall be in writing. All such notices and communications shall be dee m ed du l y served and given to the other party: whe n delivere d b y hand , i f personall y delivered ; whe n delivere d b y ai r courier, m essenger or other courier, if so delivered, when recei p t is acknowled g ed, if faxed or e m ailed; and five (5) calendar days after m ail e d, if sent by registered or certified m ail with return receipt. For purposes hereof, notices an d othe r com m unication s hereunder shall b e di re cted to the p arties h e reto at the following addresses:

An y part y heret o m ay chang e hi s o r it s add r ess for the purpose of receivin g notice s and other communications a s herein p r ovided by a written n otice gi v en in the m a nner aforesaid to the other party or parties hereto.

14.           Applicable La w /Venue; Jurisdiction. T h is Agree m ent shall, in a ll respects, be construed, interpreted and enfo r ced in accorda n ce with and governed by the int e rnal su b s tantive laws of the State of Cali f ornia applicable to agree m ents exec u ted and to be wholly perfor m ed within the State of Cali f ornia, wit h out regard to choice of law rules t h ere o f . Each party sub m its to the in personam juris d i c tion of the State of Cali f ornia. Proper ven u e f or any litigation or a r bit r ation concerning t h is Agree m ent shall be in Los Angeles County, California.

15.           Dispute Resolution.

15.1.          Arbitratio n . The Co m p any and Consultant agree that any d i s pute, disagree m ent, controversy or cl ai m arisin g ou t o f o r relat ing to this Agree m ent or t h e int e rpr e tati o n of this Agree m ent or any arran g e m ents rel a ting to t h is Agree m ent or conte m plated in this Agree m ent or the breach, ter m ination or invalidity thereof shall be settled by final and binding arbitration ad m in i stered by JAMS in Los Angeles, California in acc o rda n ce with t h e JAMS Comprehensi v e Arbitration Rules & Procedures t h en in effect . Arbitratio n shal l b e b y a s i n gle ar b itrat o r chosen by the parties; provided that, if th e partie s fai l t o agr e e an d t o appoin t a singl e arbitrato r wit h i n fiftee n (15 ) calenda r days from the d a te a party has m ade a de m and for arbit r ation, then the a r bit r ator sh al l be chosen in accordance with J A MS rul e s then in e ff ect. E x cep t a s provide d herein , the Federa l Arbitratio n Ac t shal l gover n th e inte rpretation, enforce m ent and all arbitration procee d ings.

15.2.          Waiver of Jury Trial. By sub m itting a dis p ute to a rbitr a ti o n, the parties h ereto under s ta n d that t h ey will n o t enj o y the benefits of a jury trial. Acc o rdingly, the pa r ti e s h ereto expre s sly wai v e t h e rig h t to a jury t r ial.

15.3.          Nonexclusive Remedy . The arbitration require m ent does not prohibit a Party from exercising his or its right to pursue injunctive relief or other provisional re m edies provided under the law in any court having co m petent jurisdiction.

16.            Severability. Any provision in t h is Agree m ent that is ille g al, in v alid o r unenforcea b le in any jurisdiction s h all, as to such juris d iction, be ineffective to the extent of such illegality, in v alidity or u n enf o rceability without invalidating the re m aining provisions hereof or affecting t h e le g ality, v a lidity or en f or ceabilit y o f suc h provisio n in any other jurisdiction. The Parties hereto a g ree to negotiate in good faith to replace any illegal, invalid o r unen f orcea b le p r ovision of this Agree m ent with a legal, valid and enforceable provision t h at, to the e x tent po s sibl e , will preserve the e co n o m ic bargain of this Agr e ement, or o th erw ise to a m end t h is Agree m ent, including the provision relating to choice of law, to achiev e suc h result.

17.           Modification or Amendment. No a m end m ent, ch a ng e o r modificatio n of this Agree m ent sh a ll be valid u n less in wri t ing and signed by all of the Parties hereto.

18.           Successors and Assigns. No Party m ay assign, transfer, or pledge this Agree m ent or any rights under this Agree m ent or the perfor m ance of any obligation arising under t h is Agree m ent, without the pri o r written co n sent of each of the Parties hereto, which consent shall not be unreasonably withheld. All of the ter m s and provisions contained herein s h all inure to the benefit of and shall be binding upon the Parties her e to, their re s pecti v e hei r s, per s onal repre s ent a tives, per m itted assigns and success o rs in interest.

19.           Entire Agreement. This docu m ent, along with the Schedules and Exhibits a tt a ched her e to, constit u tes the entire u n derstan d ing and agree m ent of the parties with res p ect to t h e su b ject m atter o f this Agree m ent, and any and all p rior agreement s , understandings or representations are hereby ter m inated and ca n celed in their entirety and are of no further force o r effect.

20.           Remedies. In the event of any dispute a r ising hereunder with respect to any of the obligations which have been perfor m ed or which are to be perfor m ed hereunder or otherwise, the Co m pany or Consultant, as the case m ay be, m ay pursue, in additio n t o an y right s s pecifically g ranted here u nder, a n y an d al l lega l right s available and at any ti m e m ay seek such eq u ita b le re m edies as are availa b le o r necessary to pre- serve the rights granted here by , i t bein g understoo d tha t re m edies hereunder shall be dee m ed cumulative and not exclusive. In particular, C onsultant acknowledges that irre p ara b le injury will r e sult to the Co m pany if Consultant , o r eithe r of the m , violates and continue s t o violat e an y o f th e ter m s o f t his Agree m ent rel a ting to con f identi a lity or intellectual property, and that the Co m pany can not be adequately co m pensated therefor by m oney da m ages. Consultant expressly agre e s th a t t h e C o m pany shall be e n titl e d, in addition to da m ages and any other re m edies provided by law, to an injunction or other equitable re m edy respecting any such violat i on by Consultant, or either of the m .

21.           Waiver. T he waiver b y a Party o f a b r each or any provision of this Agree m ent by another Party or P a rtie s shal l no t operat e o r b e construe d a s a waive r of any subsequent breach of the sa m e provision or any other provision of this Agree m ent.

22.           Advice of Counsel/Time to Consider Agreement. Joh n expressly acknowledges that he has been represented by counsel in connection with negotiation of this Agree m ent. The Parties have read t h is Agree m ent completely, a n d have had t h e opportunity to seek the advice and assista n ce of counsel. Accordingly, the language contained w ithin and comprising this Agree m e n t shal l no t b e construe d i n favo r o f or against any one party on the grounds that the party drafted the Agree m ent. John repre s ents and agrees t h at he f ully u nderstan d s a ll pro v isio n s of this Ag r ee m ent, and that he fully understands his right to discuss all p r ovisions and aspects of this Agree m ent with his attorney. John further represents and agrees that he has carefully read and fully understands all the ter m s and provisions of this Agree m ent, and that he is voluntarily entering into this Agree m ent. John acknowle dge s an d agree s tha t h e ha s bee n give n a period of at lea s t twent y -one (21) d a ys within w hich to con s ider t h is A g ree m ent and that he m ay accept and execute t h is Agree m ent at any ti m e within said twenty-one (21) day period . Joh n furthe r acknowl e dges , understand s an d agree s tha t fo r a perio d o f seve n (7) days following the date he executes this Agree m ent, he may revoke this Agreement in writing. Jo h n understa n ds that he w ill neit h er receive nor b e entitled to the pay m ents and co m pensation set forth in this Agree m ent unless he accepts and executes this Agree m ent, and the seven (7) day revocation period has exp i red, at whi c h ti m e this Agree m ent is f inal and otherwise non-revocable.

23.            Counterparts. This Agree m ent may be ex ec uted in m ultiple o r igin a l counter p arts, each of w hich shall b e dee m ed an ori g inal, b ut all of w h ich to g ether shall constitute o ne and the s a m e instrument.

24.            Further Acts. Each Party to t h is A g ree m ent agrees to exec u te and deli v er all docu m ents and to perform all further acts and to take any and all further steps that m ay be reasonably necessary to carry out th e provision s o f thi s Agree m en t an d the transactions conte m plated hereby.

IN WITNESS WHEREOF , the parties hereto have executed this Agree m ent the da y an d yea r firs t abov e written.

Schedule “A”

SERVICES

John Petrocelli, acting on behalf of Bulldog DM, LLC (“Consultant”), agrees to perform the following Services f or the benefit of Consultant, and LiveXLive agrees to pay Consultant co m pensation for such Services a s provide d i n Schedul e B hereto.

Services to be rendered: Consultant shall pro v i d e to LiveX L ive m ulti-y e ar d i gi t a l ri g hts aggregation consulting services f o r live strea m ed music festi v al.

Schedule “B”

C O N S ULT A NT FEE S C H E DULE

Consultant shall be paid by LiveXLive a m on t hly consulting fee in the amount of Twelve Thousand Five Hundred Dollars ($12,500), p a yable se m i- m onthly on the sixteenth (1 6 t h ) day of the month and the last day of the m onth. If the scheduled date for pay m ent is a holiday or weekend day, then pay m ent sha l l be due on the following business day.

Exhibit "A"

Restricted Stock Agreement

Exhibit "B"

Section 2870 of the California Labor Code is as follows:

(a)              Any provision in an employ m ent agree m ent which provides that an e m ployee shall assign, or offer to assign, any of his or her rights in an invention to his or her e m ployer shall not apply to an invention that the e m plo y ee developed entirely on his or her own ti m e without using the e m ployer’s equip m ent, supplies, facilities, or trade secret infor m ation except for thos e invention s tha t either:

(1)             Relate a t t h e ti m e of conception o r redu c tion to pra c ti c e of the invention to the e m ployer’s business, or actu a l or de m onstrably anticipated research or develop m ent of the e m ployer; or

(2)            Result from any work performed by the employee for the employer.

(b)            To the e x te n t a p rovi s ion in an e m ploy m ent agree m ent purports to require an e m ployee to as s ign an inventio n otherwis e exclude d f r om being required to be assigne d unde r subdivisio n (a) , the provision is again s t t h e public p oli c y of this st at e and is unenforceable.

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